VideoScribe Anywhere app terms and conditions

Last updated: 29 January 2016

Please read the following carefully before you download the VideoScribe Anywhere app from the Apple Store, Google Play or the Amazon App Store.

BY DOWNLOADING AND USING THE APP, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS APP LICENCE AND OUR WEBSITE TERMS OF USE, PRIVACY POLICY AND COOKIE POLICY AND THIS MEANS YOU ARE AGREEING TO THE FOLLOWING:

YOU ARE RESPONSIBLE FOR COMPLYING WITH ANY TERMS BETWEEN YOU AND THE APP STORE YOU USE TO DOWNLOAD ANY APP - WE TAKE NO RESPONSIBILITY FOR THESE TERMS.

THE APPS AND ANY CONTENT WE PROVIDE TO YOU OR ALLOW YOU TO USE BELONG TO US OR OUR LICENSORS.

ANY VIDEOSCRIBE PROJECTS OR CONTENT YOU CREATE (EXCEPT FOR CONTENT WE HAVE PROVIDED TO YOU INCLUDING THIS APP OR ANY OF OUR PROPRIETARY SOFTWARE, DOCUMENTS OR THIRD PARTY MATERIALS THAT YOU MAY ACCESS FROM THE APP (WHICH SHALL REMAIN OURS OR OUR LICENSORS), WHICH YOU HAVE USED IN YOUR PROJECTS WILL BELONG TO YOU.

YOU ARE LIABLE FOR ANY THIRD PARTY CONTENT YOU USE ON OUR APPS OR IN YOUR VIDEOSCRIBE PROJECTS OR CONTENT, AND YOU ARE RESPONSIBLE FOR ENSURING YOU HAVE PERMISSION TO USE SUCH THIRD PARTY CONTENT.

YOU WILL REIMBURSE US IF WE SUFFER ANY LOSS BECAUSE YOUR VIDEOSCRIBE PROJECT(S) INFRINGE ANYONE ELSE'S INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE CONTAIN UNLAWFUL OR INAPPROPRIATE MATERIAL OR MATERIAL WHICH CONTRAVENES OUR CONTENT STANDARDS.

EXCEPT WHERE OUR NEGLIGENCE CAUSES DEATH OR INJURY OR WE COMMIT FRAUD, WE WILL NOT BE RESPONSIBLE TO YOU FOR CERTAIN TYPES OF LOSS THAT YOU SUFFER, AND OUR LIABILITY FOR OTHER TYPES OF LOSS IS LIMITED - SEE CONDITION 8.

WE CAN SUSPEND OR TERMINATE THIS LICENCE AND YOUR RIGHT TO USE THE APPS AND /OR YOUR ACCOUNT LOGIN IF YOU BREACH THESE LICENCE TERMS OR ACT INAPPROPRIATELY.

This licence agreement (App Licence) is a legal agreement between you (you) and Sparkol Limited of 1 Temple Way, Old Market, Bristol BS2 0BY, UK (Sparkol, us or we) which covers your use of:

the mobile application for iPhone, iPad or Android mobile or tablet or any other similar devices (Devices) (as selected by you) known as VideoScribe and the data, content, music, graphics or other content supplied with it, (VideoScribe App); and

unless otherwise specified on our website, any other mobile application for the Devices provided by Sparkol and made available for download generally ( Additional Apps) (together the VideoScribe App and any Additional Apps are referred to as the Apps, and any one of the Apps is referred to as an App); and

online OR electronic documents accessible from our website or via the Apps (Documents).

You can use the selected Apps and Documents on the basis of this App Licence. We do not sell any Apps or Documents to you and you do not own them or any part of them. We (or, where applicable, our licensors) remain the owners of the Apps and Documents at all times.

OPERATING REQUIREMENTS:

UNLESS OTHERWISE SPECIFIED IN THE DOCUMENTS, THE APPS REQUIRE A TABLET WITH A SCREEN NO SMALLER THAN 7 INCHES WITH A MINIMUM OF 16 GB OF MEMORY AND 1 GB OF FREE DISK (STORAGE) SPACE RUNNING THE LATEST OPERATING SYSTEM (EITHER IOS OR ANDROID).

IMPORTANT NOTICE TO ALL USERS:

BY DOWNLOADING AN APP YOU AGREE TO THE TERMS OF THIS APP LICENCE WHICH WILL BIND YOU (AND IF YOU ARE A BUSINESS, YOUR EMPLOYEES) THE TERMS OF THIS APP LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS TO OUR LIABILITY IN CONDITION 7 AND CONDITION 8 BELOW.

BY AGREEING TO THE TERMS OF THIS APP LICENCE, YOU ARE ALSO AGREEING TO BE BOUND BY OUR WEBSITE TERMS OF USE, OUR PRIVACY POLICY AND OUR COOKIES POLICY, WHICH FORM PART OF THIS APP LICENCE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS APP LICENCE, WE WILL NOT LICENSE ANY APPS OR DOCUMENTS TO YOU AND YOU MUST STOP USING ANY APPS THAT YOU HAVE ALREADY DOWNLOADED AND IMMEDIATELY DELETE THEM FROM YOUR DEVICE.

APP STORE RULES

THE APP STORE YOU USED TO DOWNLOAD THE APP MAY HAVE ITS OWN TERMS. WE ARE NOT RESPONSIBLE FOR THESE TERMS SO PLEASE READ THESE CAREFULLY.

PUSH NOTIFICATIONS

THE APP MAY OFFER PUSH NOTIFICATION FEATURES. IF YOU WANT TO TURN THESE OFF, PLEASE VISIT THE SETTINGS PAGE OF THE APP OR YOUR DEVICE. PUSH NOTIFICATIONS WILL REQUIRE A WIFI OR DATA CONNECTION TO WORK.

OUR APP EMPLOYS LOCATION BASED SERVICES. IF YOU WANT TO TURN THESE OFF , PLEASE VISIT THE SETTINGS PAGE FOR YOUR DEVICE.

APP UPDATES

SOMETIMES, WE MAY NEED YOU TO INSTALL A NEW VERSION OF THE APP. IF WE DO, THE OLD VERSION MAY NO LONGER WORK. DEPENDING ON THE UPDATE, YOU MAY NOT BE ABLE TO USE THE APP OR YOUR USE OF THE FULL FUNCTIONALITY OF THE APP MAY BE AFFECTED UNTIL YOU HAVE ACCEPTED A NEW VERSION OF THIS APP LICENCE. WE WILL NOTIFY YOU BEFORE YOU DOWNLOAD THE NEW VERSION OF THE APP OR ON OPENING THE NEW VERSION OF THE APP IF THE TERMS OF THIS APP LICENCE HAVE CHANGED.

You can find a copy of these Licence terms at any time here.

1. Your Account and use of our App

1.1 In order to get the full benefit of the Apps and functionality with our software (including access to stored content) and the Documents, you must sign up for an account with us.

1.2 You must comply with our website Terms of Use, our Privacy Policy and our Cookies Policy, which all form part of this App Licence, and contain additional terms that apply to your use of this App and your account.

2. Grant and scope of licence

2.1 In consideration of you agreeing to the terms of this App Licence and payment (as applicable) of the relevant App download fee, we grant to you a non-exclusive, non-transferable licence to use the Apps on the terms of this App Licence.

2.2 You may:

(a) download, install and use the Apps on your Devices;

(b) receive and use any free supplementary software code or updates of the Apps incorporating "patches" and corrections of errors, and/or any new versions of the Apps, as may be provided by us from time to time. Please note that if we notify you that an update or new version of any App is available, you must download this or the App may not work as you expect (and we will have no responsibility for this).

3. Restrictions

Except as expressly set out in this App Licence or as permitted by any local law, you undertake (agree and promise):

(b) not to make alterations to, or modifications of, the whole or any part of any App, nor permit any App or any part of any App to be combined with, or become incorporated in, any other programs;

(c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of any App

(d) if you are a business, to supervise and control use of the Apps and ensure that the Apps are used by your employees and representatives in accordance with the terms of this App Licence;

(e) to include (or not remove as appropriate) our copyright notice on all entire and partial copies you make of the Apps (or any materials accessed via it) on any medium and to include any proprietary notices which we notify you to use from time to time in respect of third party content;

(f) if you are a business, not to provide or otherwise make available any App in whole or in part in any form to any person other than your employees without prior written consent from us;

(g) not to use any images/graphics, music or other content accessed or downloaded from our website or with the Software or Documents for any other purpose other than for use in accordance with any instructions provided or for use within the Software or for creating Projects or scribes in the case of the Videoscribe Software;

(h) not to on-sell or license the use of any Projects or scribes in the case of the Videoscribe Software without maintaining or having in place an active licence with us (i.e. a fully paid up and live licence);

(i) (to the extent that you include materials depicting or relating to individuals or living persons within your Projects) and confirm that you have complied with any relevant applicable privacy legislation in respect of that information/likenesses and have obtained (where applicable) their consent to such usage and you agree to indemnify us for any loss, damage or claims arising from a failure to comply with this sub-clause; and

(j) not to use the Apps to provide any white labelled or competing products or otherwise imply or present the Apps in such a way as to imply or suggest that we endorse your products or that the Apps are your own.

4. Your VideoScribe Projects

4.1 You may use the VideoScribe App to create any number of VideoScribe projects (Projects, and each a Project), and may use any Projects you create for any purpose (including commercial purposes, if you are a business) but shall only be permitted to on sell or license use of the Projects to third parties when you have an active fully paid up licence to use our software.

4.2 Please be aware that your use of any additional content provided by Sparkol (for example, vector art images downloaded from the website at www.svgstudio.com and/or Sparkol audio files downloaded from (Additional Sparkol Content) in a Project or Projects will be subject to the terms on which that Additional Sparkol Content is licensed to you and you may be required to include appropriate proprietary notices in respect of the same where you use them with your Projects.

4.3 Please also be aware that your use of any third party materials (such as text, graphics, images, audio, video or data files) ( Third Party Content) in your Project or Projects will be subject to the terms on which you are permitted to use any such Third Party Content. These terms may place restrictions and/or limitations on the purposes for which you may use any such Third Party Content, which may also affect your ability to use the Project for the purposes permitted under condition 4.1 above. You are responsible for ensuring that you have all necessary permissions to use Third Party Content for the intended purpose. We accept no responsibility for your use of Third Party Content or any limitation of your rights to use any Project as a result of your incorporation of any Third Party Content into any Project.

4.4 You will indemnify us and keep us indemnified against any loss, damage and/or costs (including all legal fees) which we may suffer or incur as a result of:

(a) your breach of any terms applicable to your use of Additional Sparkol Content or Third Party Content; and/or

(b) (except to the extent that it relates to your use of the VideoScribe App in accordance with the terms of this App Licence and/or to your use of Additional Sparkol Content in accordance with the terms upon which it is licensed to you) any claim or action that any Project (or part of any Project) created by you, or use of any such Project or part Project, infringes the Intellectual Property Rights of a third party; and/or

(c) any failure by you to ensure that any Project (or part of any Project) created by you complies with the Content Standards set out in our website Terms of Use, and any associated claims or actions.

5. Intellectual property rights

5.1 You acknowledge that all intellectual property rights in the Apps anywhere in the world belong to us (or, where applicable, our licensors), that rights in the Apps are licensed (not sold) to you, and that you have no rights in, or to, the Software or Apps other than the right to use them in accordance with the terms of this App Licence.

5.2 You acknowledge that you have no right to have access to the Apps in source code form or in unlocked coding or with comments.

5.3 Except for any intellectual property rights in the Apps any Additional Sparkol Content (which will continue to be owned by us or our licensors) and/or any Third Party Content (which will continue to be owned by the relevant third party, unless specifically assigned to you), you will own the intellectual property rights in any Projects that you create. You confirm however that whenever you post your Projects, videos or scribes to us (either to our website or our blogs) for any reason other than for the resolution of a problem with the Software you permit us to use the same for marketing purposes and for display on our website(s). You therefore confirm that have obtained all appropriate and necessary consents and licences to enable us to do this.

5.4 The integrity of the Apps are protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Apps are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

6. Suspension

6.1 We may, using technical means to disable your access to core functionality within the relevant App(s) by suspending or terminating your account login, suspend your right to use any Apps at any time if, in our opinion, you have failed to comply with any of the provisions of this App Licence and/or our Terms of Use.

7. Exclusion of warranties

7.1 The Apps are provided to you on an "as is" basis. We do not warrant or provide any guarantees that the Apps or Documents will meet your requirements or that the operation of the Apps will be uninterrupted or error-free or that defects in the Apps will be corrected.

7.2 It is your responsibility to save any Projects you create using the VideoScribe Software and which you access through the App on a regular basis, and back-up your Projects appropriately. We accept no responsibility for any loss or corruption of, or degradation to, any Project or data caused by any error in, or interruption to the availability of, the Apps (even to the extent that the Projects are stored on our servers). If your account with us lapses or terminates we have no obligation to maintain or store your Projects on our servers and may delete these at our discretion. You should therefore ensure that you backup any Projects on your computer systems regularly.

7.3 If the Apps (or any element of any App) fails to function as you expect, your sole remedy will be to cancel your licence to use the relevant App and no longer use it.

7.4 Nothing in this clause affects your rights as a consumer.

8. Limitation of liability

8.1 You acknowledge that the Apps have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Apps meet your requirements.

8.2 We only supply the Apps for use by your business or for your own personal use (although you may use Projects you create using the VideoScribe App for any purpose, as set out in condition 4.1 above), and you agree not to use any App for any re-sale purposes or to provide a bureau or outsourced service to any third party save that you may on-sell/license others to use your Projects for commercial purposes provided that you maintain an active fully paid up licence with us for use of our Software.

8.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(c) loss of anticipated savings;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

8.4 Other than the losses set out in condition 8.3 (for which we are not liable), our maximum aggregate liability under or in connection with this App Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to:

(a) the total App fee paid by you for download of the App; or

(b) £1,000 (one thousand pounds),

whichever is the lesser amount. This maximum cap does not apply to condition 8.5.

(c) any other liability that cannot be excluded or limited by English law.

8.6 This App Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Apps and Documents. Except as expressly stated in this App Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Apps and/or Documents which might otherwise be implied into, or incorporated in, this App Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

9. Termination

9.1 You may terminate this App Licence at any time by deleting it from your Device and no longer using it. In these circumstances (unless you otherwise maintain an active licence with us) we may suspend or terminate your account login and remove any of your Projects from our servers.

9.2 Upon termination for any reason:

(a) all rights granted to you under this App Licence shall cease;

(b) you must immediately cease all activities authorised by this App Licence (other than use of your existing videos, provided that such use is not dependent on continuing use of any App).

10. Communications between us

10.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this App Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Sparkol Limited at legal@sparkol.com or Sparkol Limited, 1 Temple Way, Old Market, Bristol BS2 0BY, UK. We will confirm receipt of this by contacting you in writing, normally by e-mail.

10.2 If we need to contact you we may publish a message within the App or on the VideoScribe website.

10.3 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

11. Events outside our control

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this App Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 12.2.

11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks, mobile or otherwise.

11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this App Licence:

(a) our obligations under this App Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this App Licence may be performed despite the Event Outside Our Control.

12. Other important terms

12.1 We may transfer our rights and obligations under this App Licence to another organisation, but this will not affect your rights or our obligations under this App Licence.

12.2 You may only transfer your rights or your obligations under this App Licence to another person if we agree to the transfer in writing.

12.3 This App Licence and any document expressly referred to in it (including our website Terms of Use, Cookies Policy and Privacy Policy) constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

12.4 If we fail to insist that you perform any of your obligations under this App Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.5 Each of the conditions of this App Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.6 Please note that this App Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.